Securities Exchange Act of 1934
Sections 12(g) and 12(h)

October 25, 2010

Response of the Office of Chief Counsel
Division of Corporation Finance

RE:

Camp Dresser & McKee Inc.
Incoming letter dated July 29, 2010

Based on the facts presented, the Division will not raise any objection if Camp Dresser & McKee Inc. continues not to comply with the registration requirements of Section 12(g) of the Exchange Act with respect to shares of Camp Dresser & McKee's Class C Common Stock that are issued in the manner and subject to the terms and conditions set forth in your letter. This position will continue until such time as Camp Dresser & McKee otherwise becomes a reporting company under the Exchange Act with respect to a class of its equity securities.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response represents only the Division's position on enforcement action and does not purport to express any legal conclusion on the question presented.